1 Order confirmation

Only written, signed orders are valid; verbal agreements require written confirmation. Any deviations from the Client’s terms and conditions of purchase contained in the Contractor’s letter of confirmation shall only be recognised as binding if they have been confirmed in writing. Silence shall not be deemed to constitute agreement. By accepting and executing the order, the contractor acknowledges that the delivery will be made exclusively on the terms and conditions of the client. Drawings, models, matrices, templates or samples which we provide to the Contractor for the execution of an order shall remain our property. The Contractor expressly undertakesto not to make the items make available to third parties for inspection or disposal without our written consent and not to deliver the goods manufactured hereunder to third parties either in their raw state o ras semi-finished or finished products without our wtitten consent.

The same shall apply to parts which the Contractor has developed according to our cpecification or with our substantial cooperation (through tests, etc.). Third parties within the meaning of these provisions shall include companies or persons who are in any way associated with the contractor. Drawings shall be returned to us with the delivery. Orders may not be passed on to third parties for manufacture or delivery without our written confirmation. The Contractor shall confirm the order without delay. If we do not recive proper confirmation within 10 days, calculated from receipt oft he order, we shall be entitled to revoke the order without the Contractor being able to derive any claims from this. All documents of the client, such as construction drawings, designs, calculations, etc. constitute business and trade secrets of the client. Any disclosure, duplication, publication and dissemination shall result in pental consequences.

2 Offers

On the basis of our enquiry, the Contractor shall make a non-binding offer free of charage for us. He must adhere exactly to our enquiry in the quotation and expressly point out any deviations.

3 Delivery and service dates

The delivery period shall run from the date of the order. If the event of non-compliance with the agreed delivery periods and dates, the Contractor shall be in default without a reminder and without setting a grace period. In this case, the Client may demand withdrawal from the contract and / or compensation after the expiry of a reasonable grace period. Force majeure shall only exonerate the Contractor if he informs us of the circumstances which are to justify it is as timely a manner as he is able to do so. If a contractual penalty has been agreed, the client shall be entitled to demand ist immediate payment without having to prove any damage. All other rights of the client are not affected by this.

4 Control and receipt

The goods will only be accepted after checking the quantity, weight and quality. Confirmations of receipt to forwarders agents, railways and post offices are no proof of completeness and / or conformity with our order.

5 Freight and packaging

Unless otherwise agreed, all shipments shall made free of all charges for shipping, freight, etc. for us. The goods shall travel at the risk of the Contractor. Packaging shall only paid for if remuneration has been expressly agreed. In this case, the packaging shall be credited with 2/3 of the invoice value in the case of freight-free return. Partial deliveries are only possible with written consent. These partial deliveries shall be marked as such in the shipping documents. If an order is executed in part deliveries, FH Industrial may determine the order in which the parts are to be delivered. FH Industrial Service is entitled to put the parts delivered into use before the start of the total delivery, without this constituting acceptance. Unless partial deliveries have been expressly agreed in writing, the contract, the contractor will bear all additional costs of dispatch, packaging and transport insurance. If a delivery consists of several packages or pallets, a packing list with the following order information must be attached to the delivery note for each transport unit:

– Package or pallet number.

– Article, quantity

– Number and content of the individual packages

This information must also be evident from the markings on the individual packages.

6 Warranty

The services of the Contractor shall be performed in accordance with the best rules of technology and craftsmanship. They must comply with the specific provisions of the order. The Contractor guarantees that the delivery item has the properties of the order; furthemore, he guarantees the expediency of the designs proposed by him or his representatives, the correct calculation as well as for the use of best and appropriate materials and proper execution.

The Contractor guarantees in particular the existance of the following properties:

  1. a) the contractually agreed performance and consumption figures,
  2. b) faultless and operationally safe work,
  3. c) current quality level oft he design and execution,
  4. d) the use of the appropriate material for all parts,
  5. e) compliance with the safety regulations of the authorities and trade associations, in particular the accident prevention regulations of the relevant trade associations. Any necessary protective devices shall be supplied and included in the price.

Unless otherwise agreed, the warranty period shall be two years. It shall commence on the day of acceptance or, if such acceptance is not prescribed, after commissioning. The official acceptance of a service by the contractor does not affect the warranty. The warranty period is suspended during the period between the notification of defects and the rectification of defects. Upon the Client’s first request, the Contractor must immediately remedy at ist own expense all defects which arise during the warranty period and which are not demonstrably outside of his liability. Shall the Contractor fail to comply with this obligation, the Client shall be entitled, but not obliged, to carry out a substitute performance at the Contractor’s expense. The statutory rights to which the Client is otherwise entitled shall remain unaffected.

7 Prices

The prices are fixed prices. Prices deviating from the order or subsequent price changes shall only apply if they have been expressly agreed in writing. If price changes are agreed due to wage and price fluctuations during the period of performance, the contractor shall notify the client in writing of the demand for a price increase no later than two weeks after the basis of the price change becomes known, otherweise the price fixed to data shall remain valid. In the event of abvious errors, spelling mistakes and miscalculations, we shall not be liable.

8 Invoice and payment

Invoices must be sent separately by post in a single copy – foreign invoices in four copies. Invoices must not be enclosed with the goods. Payment periods shall run from the time specified in the order. If no data has been specified, the payment periods shall run from the data of acceptance of the goods free of defects. If the Contractor does not issue the invoice at the same time as dispatching the goods, the payment periods shall run from the date of the Client’s payment order to the bank or post office. If no special agreements have been made, the client may make payment by means of payment of his choice. If the event of full other agreement, reimburse any payments already made for the repossessed item and pay interest on these payment from the date of payment at the respective interest rate of the Bundesbank. In the case of down payments, advance payments and the like, the contractor shall provide appropriate security upon request. All payments shall be made only to the Contractor. Assignments of payment to third parties require our prior consent.

9 Transfer of ownership

Materials provided remain the property of FH Industrial Service. The materials provided shall be stored clearly and separately as our property, adequately insured against fire, water and theft at the contractor’s expense and may only be used as intended. The processing or transformation oft he provided reserved good shall always be carried by out by the contractor on our behalf. If the reserved goods are processed with other items not belonging to us, we shall acquire co-ownership ot the new item on the radio oft he value oft he reserved goods tot he other processed items at the tome of processing. In the other respects, the same applies tot he item created by processing as tot he itemsubject to retention of title. If the client makes a down payment or a partial payment, the contractor undertakes to use this to pay for the third-party items required to produce the object of the order.

 10 Advertisting material

It is only permitted with our express permission to refer in any form to the existing or existing business relationship with us in advertising.

11 Force Majeure

Work stoppages (strikes and lockouts), operational disruptions as well as operational restrictions and similar cases which result in a reduction in consumption shall be deemed to be force majeure and shall release us from timely acceptance for the duration of the disruption.

12 Place of performance and jurisdiction

The sole place of jurisdiction for any disputes arising from and in contructual relationship, including actions on bills of exchange,etc., shall be Offenbach. German law is exclusively agreed as the applicable law.

13 Severability clause

If any of the above provisions is or becomes invalid, the remaining provisions shall not be affected thereby. In this case, the contracting parties undertake to replace the invalid provision with a provision that comes as close as possible tot he purpose oft he invalid provision. The same apply in the event of loopholes requiring regulation.

Status: 02/25/2020